INTERIM POLICE SERVICES CONTRACT

THIS AGREEMENT, is made and entered into this 15TH day of October 2016, by and between the Municipality of Anchorage, a State of Alaska municipal corporation (“Anchorage”), on behalf of the Girdwood Valley Service Area (“GVSA”), and Whittier, Alaska, a municipal corporation (“Whittier”).

WHEREAS, the GVSA wishes to procure police services furnished by the Whittier Police Department; and

WHEREAS, the parties are negotiating an agreement for long-term police services, but it will take time to secure the personnel and other resources to provide the extended services identified in that agreement and it will also take time to submit the long term agreement to the respective government entities and departments for approval and adoption;

NOW, THEREFORE, in consideration of the mutual promises herein, Anchorage and Whittier agree as follows:

This contract consists of:

A.	Part I, consisting of 14 sections of Special Provisions;

B.	Part II, consisting of 9 sections of General Provisions; and

C.	Appendix A – Scope of Services, consisting of 2 pages.

PART I

SPECIAL PROVISIONS

Part I of this agreement consists of those provisions that are listed below by section number and title.

Section 1.	Definitions

Section 2.	Scope of Services

Section 3.	Time for Performance

Section 4.	Compensation; Method of Payment

Section 5.	Termination of the Contractor’s Services

Section 6.	Duties Upon Termination

Section 7.	Insurance

Section 8.	Assignments

Section 9.	Notices

Section 10.	Contract Budget

Section 11.	Force Majeure

Section 12.	Financial Management System

Section 13.	Funding Requirements

Section 14.	Subcontracts

Section 1.	Definitions.

A.	"Administrator" means the Maury F. Robinson of the Department of Public Works or designee.

B.	"Anchorage" means the Municipality of Anchorage.

C.	"Contractor" means Whittier.

D.	“GVSA” means the area depicted in exhibit A.

Section 2.	Scope of Services.

A.	The Contractor shall perform professional services in accordance with Appendix A, which is attached hereto and incorporated in this section by reference.

B.	Anchorage shall not allow any claim for services other than those described in this section. However, the Contractor may provide, at its own expense, any other services that are consistent with this contract.

Section 3.	Time for Performance.

This contract becomes effective when signed by both parties.

The Contractor shall commence performance of the work described in Section 2 of this contract on October 15, 2016 at 7:00 a.m.and complete that performance on December 31, 2016 at 11:59 p.m.

Section 4.	Compensation; Method of Payment.

A.	In exchange for Contractor’s performance of services under this contract, Anchorage shall pay the Contractor no more than TWO-THOUSAND DOLLARS per day ($2,000/DAY).

B.	The Contractor is not entitled to any compensation under this contract, other than is expressly provided for in this section.

C.	As a condition of payment, the Contractor shall have paid all municipal taxes currently due and owing by the Contractor.

Section 5.	Termination of the Contractor's Services.

This contract may be terminated:

By either party with thirty (30) days notice;

By mutual consent of the parties;

C.	For cause, by either party where the other party fails in any material way to perform its obligations under this contract. Termination under this subsection is subject to the condition that the terminating party notifies the other party in writing of its intent to terminate, stating with reasonable specificity the grounds therefor, and providing the other party fifteen (15) days to cure any default under this Contract; or

D.	By Whittier on not less than fifteen (15) days notice, and only to the extent permitted by law, in the event that more than one lawsuit or administrative claim is filed against Contractor by or on behalf of a single entity or person due to or resulting from police or administrative services provided under this Contract or excessive requests for public records are filed in relation to the services provided under this contract that result in substantial disruption to City administrative functions.

Section 6.	Duties Upon Termination.

A.	If the Contractor's services are terminated for cause, Anchorage shall pay the Contractor the reasonable value of the services satisfactorily rendered prior to termination less any damages suffered by Anchorage because of the Contractor's failure to perform satisfactorily. The reasonable value of the services rendered shall never exceed the contract rate for such services, and payment under this subsection shall not exceed ninety percent (90%) of the total compensation allowable under Part I, Section 4. Any finished or unfinished documents or materials prepared by the Contractor under this contract shall become the property of Anchorage at its option and as permitted by law.

B.	If the Contractor receives payments exceeding the amount to which it is entitled of this section, it shall remit the excess to the Administrator within thirty (30) days of receiving notice to do so.

C.	If the Contractor's services are terminated, for whatever reason, the Contractor shall not claim any compensation from Anchorage under this contract, other than that allowed under this section.

D. Except as provided in this section, termination of the Contractor's services under Part I, Section 5 does not affect any other right or obligation of a party under this Contract.

Section 7.	Insurance.

A.	The Contractor shall maintain in good standing the insurance described in this section. Before rendering any services under the Contract, the Contractor shall furnish the Administrator with proof of the insurance in accordance with this section and in a form acceptable to the Risk Manager for Anchorage.

1.	Workers’ compensation and employer’s liability coverage in the amount of $500,000 as required by Alaska law.

2.	Commercial general liability, including contractual and personal injury coverage in the $5,000,000 per occurrence, $10,000,000 aggregate to include:

Premises Operations

Products and Completed Operations

Blanket Contractual

Broad Form Property Damage

Independent Contractors

Personal Injury

3.	Commercial Automobile liability per occurrence in the amount of $1,000,000, single limit to include owned, hired and non-owned.

B.	Anchorage must be listed as an additional insured on all policies except Workers’ Compensation insurance.

C.	General Liability and Automobile policies shall be endorsed to waive all rights of subrogation against the Anchorage by reason of any payment made for claims under the above coverage.

Section 8.	Assignments.

Unless otherwise allowed by this contract or in writing by the Administrator, any assignment by the Contractor of its interest in any part of this contract or any delegation of duties under this contract shall be void, and an attempt by the Contractor to assign any part of its interest or delegate duties under this contract shall give Anchorage the right to immediately terminate this contract without any liability for work performed after the date of assignment.

Section 9.	Notices.

Any notice required pertaining to the subject matter of this contract shall be either sent via facsimile (FAX) or mailed by prepaid first class registered or certified mail, return receipt requested to the following addresses:

Anchorage:	Municipality of Anchorage

c/o Maury F. Robinson

Department of Public Works

P.O. Box 196650

Anchorage, AK 995196650

FAX: (907) 343-8088

Contractor:	City of Whittier

c/o Chief Dave Schofield

P.O. Box 608

Whittier, AK 99693

FAX: (907) 472-2344

Notices are effective upon the earlier of receipt, proof of good transmission (facsimiles only), or five (5) days after proof of proper posting.

Section 10.	Force Majeure.

A.	Any failure to perform by either party due to force majeure shall not be deemed a violation or breach of this contract.

B.	As used in this contract, force majeure means an act or event of substantial magnitude, beyond the control of the delayed party, which delays the completion of this contract, including without limitation:

1.	Any interruption, suspension or interference resulting solely from the act of the Municipality or neglect of the Municipality not otherwise governed by the terms of this contract.

2.	Strikes or work stoppages.

3.	Any interruption, suspension or interference with the project caused by acts of God, or acts of a public enemy, wars, blockades, insurrections, riots, arrests or restraints of governments and people, civil disturbances or similar occurrences that fall outside the scope of services required by this Contract.

4.	Order of court, administrative agencies or governmental officers other than those issued by Anchorage, GVSA, or Whittier.

PART II

GENERAL CONTRACT PROVISIONS

Part II of this agreement consists of those provisions that are listed below by section number and title.

Section 1.	Relationship of Parties

Section 2.	Nondiscrimination

Section 3.	Permits, Laws and Taxes

Section 4.	Nonwaiver

Section 5.	Amendment

Section 6.	Jurisdiction; Choice of Law

Section 7.	Severability

Section 8.	Integration

Section 9.	Liability

Section 10.	Inspection and Retention of Records

Section 1. Relationship of Parties.

The Contractor shall perform its obligations under this contract as an independent contractor of Anchorage. Anchorage may administer the contract and monitor the Contractor's compliance with its obligations under this contract. Anchorage shall not supervise or direct the Contractor other than as provided in this section.

Section 2. Nondiscrimination.

A.	The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, age, sex, or marital status or who is a "qualified individual with a disability" (as that phrase is defined in the Americans With Disabilities Act of 1990). The Contractor will take affirmative action to ensure that applicants are considered for employment and that employees are treated during employment without regard to their race, color, religion, or mental or physical impairment/disability, except that Contractor may consider an applicant or employee’s mental or physical impairment/disability in determining if they are a “qualified individual with a disability” (as that phrase is defined in the American with Disabilities Act of 1990). Such affirmative action shall be applied to actions including, without limitation, employment, upgrading, demotion or transfer, recruitment or recruiting advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. The Contractor agrees to post, in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B.	The Contractor shall state, in all solicitations or advertisements for employees to work on Contract jobs, that Contractor is an equal opportunity employer.

C.	The Contractor shall comply with any and all reporting requirements that may apply to it which the Anchorage Office of Equal Employment Opportunity Contract Compliance may establish by regulation.

D.	The Contractor shall include the provisions of subsections A through C of this section in every subcontract or purchase order under this contract, so as to be binding upon every such subcontractor or vendor of the Contractor under this Contract. Contractor shall not be required to amend or revise contracts with subcontractors or vendors executed prior to the Effective Date of the Contract to include subsections A through C of this section in such subcontract, vendor agreements or purchase orders under the contract.

E.	The Contractor shall comply with all applicable federal, state and municipal laws concerning the prohibition of discrimination including, but not limited to Title 5 and Title 7, Chapter 7.50 of the Anchorage Municipal Code.

Section 3.	Permits, Laws and Taxes.

The Contractor shall acquire and maintain in good standing all permits, licenses and other entitlements necessary to its performance under this contract. All actions taken by the Contractor under this contract shall comply with all applicable statutes, ordinances, rules and regulations. The Contractor shall pay all applicable taxes from which it is not exempt pertaining to its performance under this contract.

Section 4.	Nonwaiver.

The failure of either party at any time to enforce a provision of this contract shall in no way constitute a waiver of the provision, nor in any way affect the validity of this contract or any part hereof, or the right of such party thereafter to enforce each and every provision hereof.

Section 5.	Amendment.

A.	This contract shall only be amended, modified or changed by a writing, executed by authorized representatives of the parties, with the same formality as this contract was executed.

B.	For the purposes of any amendment modification or change to the terms and conditions of this contract, the only authorized representatives of the parties are:

Contractor:	Mark Lynch

City Manager

Anchorage:	Michael K. Abbott

Municipal Manager

C.	Any attempt to amend, modify, or change this contract by either an unauthorized representative or unauthorized means shall be void.

Section 6.	Jurisdiction; Choice of Law.

Any civil action rising from this contract shall be brought in the Superior Court for the Third Judicial District of the State of Alaska at Anchorage. The law of the State of Alaska shall govern the rights and obligations of the parties under this contract.

Section 7.	Severability.

Any provision of this contract decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of the contract.

Section 8.	Integration.

This instrument and all appendices and amendments hereto embody the entire agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this contract shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto.

Section 9.	Liability.

A.	The Contractor shall indemnify, defend, save and hold Anchorage (or Municipality) harmless from any and all claims, lawsuits or liability, including attorney fees and costs, allegedly arising out of loss, damage or injury to persons or property or from any wrongful or negligent act, error or omission of Contractor, Contractor's agents, employees, subcontractors or invitees, occurring during the course of, or as a result of the Contractor’s, Contractor's agents, employees, contractors, subcontractors or invitees performance pursuant to this contract.

B.	Nothing in this agreement is intended to abrogate or limit either parties’ ability to avail itself of any legal defenses it may have, including the doctrine of qualified immunity.

Section 10.	Inspection and Retention of Records.

Anchorage may inspect and copy records held by Whittier related to or arising from this contract once every thirty-five (35) days of this Contract to the extent permitted by law. Anchorage shall provide the City with at least 72 hours notice before inspecting records under this Section. Inspections will only be permitted during normal business hours and at a time and in a manner that does not interfere with Whittier’s ability to provide services under this Contract. Anchorage may, at its option, permit but may not require, Contractor to submit its records to Anchorage in lieu of the retention requirements of this section.

IN WITNESS WHEREOF, the parties have executed this contract on the date and at the place shown below.

MUNICIPALITY OF ANCHORAGE	CONTRACTOR

______________________________	______________________________

Municipal Manager	Name: ________________________

Date: _________________________	Title: _________________________

Date: _________________________

IRS Tax Identification No. _________

Tax Status: Taxable [ ] Non-Taxable [ ]

FUNDS AVAILABLE

______________________________

Chief Fiscal Officer

Date: _________________________

APPENDIX A

~Scope of Work~

Officers; Time of Performance. Whittier will make available to the GVSA for response to police matters within the GVSA no less than two (2) sworn police officers (“Officers”) holding or working towards a valid certificate from the Alaska Police Standards Council, beginning October 15, 2016 at 7:00 a.m. and ending December 31, 2016 at 11:59 p.m. Both parties understand that officers are not required to be present in the GVSA every hour of every day. Officers shall be available every hour of every day, except as otherwise provided in this Contract, to drive from Whittier to respond to requests for police services in the GVSA.

2.	Substance of Work. Whittier will provide general law enforcement services to the GVSA, as follows:

a.	Whittier, as it deems appropriate, will enforce State law within GVSA

b.	Officers will respond to calls for service within GVSA , 24 hours a day, 7 days a week

c.	Officers will work with the State’s District Attorney’s Office and appear in Court, as needed to support legal proceedings

d.	Officers will be under the exclusive supervision and control of Whittier

3.	Equipment. Whittier, or its subcontractors, will supply all equipment necessary to fulfill the terms of this contract.

4.	Prisoner Transport; Charging. Whittier will transport to the Anchorage Jail the following individuals, if any, arrested by Officers providing service under this contract:

a.	All individuals arrested for felonies

b.	All individuals arrested for crimes of domestic violence as defined in AS 18.66.990(3)

c.	All individuals with outstanding warrants; and

d.	All individuals arrested for misdemeanors for which the statewide bail schedule does not permit release on the individual’s own recognizance.

5.	Other Individuals Requiring Transport. Whittier will transport to a suitable facility in Anchorage, individuals within the GVSA, if any, for whom Whittier determines commitment proceedings should be initiated in accordance with Alaska Statutes title 47, including those that are mentally ill and as a result are likely to cause harm to themselves or others.

6.	Emergencies. Both parties agree that Whittier will not be deemed to have breached this Contract if law enforcement services agreed upon in this Contract are for no more than seven (7) hours unavailable due to a pending and unanticipated emergency within the GVSA or Whittier that requires immediate police attention. The need for police services shall be determined within the sole, reasonable discretion of the Whittier Police Chief. Where Officers are unavailable due to an emergency outside the GVSA, the compensation due under Part I, section 4 of this Agreement shall be reduced, pro rata.